BYLAWS

OF

IOWA EMERGENCY NURSES ASSOCIATION

 

Article I.           Name

 

The name of this organization shall be the Iowa Emergency Nurses Association (ENA), a not-for-profit corporation incorporated in the state of Iowa, herein after referred to as the IENA. 

 

Article II.          Purpose

 

The purposes for which the corporation is organized are educational, within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, including but not limited to the advancement of emergency nursing through education and public awareness. 

 

Article III.        Objectives

 

(a)                To work collaboratively with other health related organizations toward the improvement of emergency care. 

(b)                To serve as a resource for emergency nursing education, leadership, and research. 

(c)                To promote research, education and the implementation of standards of practice in Emergency Nursing. 

(d)                To provide a networking structure to address emergency nursing issues to promote better patient care.

(e)                To identify and address key trends affecting emergency nursing. 

(f)                 To serve as an advocate for the consumer through public education and other mechanisms. 

(g)                To monitor state legislative issues affecting emergency care and emergency nursing practice. 

(h)                To affirm the philosophy of the Emergency Nurses Association Code of Ethics. 

(i)                  To improve the environment of the emergency nurse through education and public awareness. 

 

Article IV.        Membership 

 

(a)                The members of the ENA residing within the state of Iowa shall automatically be members of the IENA, with the same class and privileges as of their ENA membership as defined in Bylaws of the ENA. 

(b)                ENA members residing outside the state of Iowa may, by written notice to the national office of the ENA, elect-to affiliate with the IENA and enjoy the same class and privileges as of their ENA as defined in Bylaws of the ENA. 

(c)                Members of the Iowa State Council shall be national members of ENA who reside in the State of Iowa, or who have formally been granted affiliation with the Iowa State Council by ENA. 

 


 

Article V.         Board of Directors

 

Section 5.1        Definition 

 

(a)                The Board of Directors shall consist of elected IENA State Council Officers, immediate past presidents, and 4 Members at Large, for a total of 9 voting members.

(b)                The Board of Directors shall be the official governing body responsible for management of IENA affairs. 

 

Section 5.2        Responsibilities

 

(a)                To develop and abide by the Bylaws and Procedures of the Iowa State Council and ENA. 

(b)                To debate and determine policy regarding the management of the affairs of the State Council. 

(c)                To oversee and direct the business and financial affairs of State Council. 

(d)                To provide strategic direction for Iowa ENA. 

 

Section 5.3        Composition 

 

(a)                The Board of Directors shall be composed of nine (9) voting members: 

Five (5) officers represented by:  immediate past president, President, President – elect, Secretary, and Treasurer, and four (4) members at large.

·         Eligibility Requirements 

Each Officer or Member at Large must be a current member of the Iowa ENA State Council. 

Each Officer or Member at Large must have current professional nurse licensure. 

·         Responsibilities 

Each Officer or Member at Large shall exercise the duties and responsibilities required of a member of the Board of Directors. 

In addition to those responsibilities delineated in these Bylaws, officers shall exercise all the privileges and responsibilities as all officer of the State Council as specified in the ENA Bylaws and Procedures. 

§         President: 

-     To serve as the Chief Elected Officer of the State Council.

                  -     To coordinate all State Council Administrative activities. 

-     Appoint committee chairpersons and committee members, with the Council approval as circumstances arise. 

                  -     To present a State Council budget proposal annually. 

§         President-Elect: 

-     To perform any duties assigned by the President of the State Council. 

-     To succeed to the office of President at the expiration of the President’s term.  In the event the position of President becomes vacant, the President-Elect shall serve for the unexpired term and the term for which he/she was elected. 

§         Treasurer: 

-    To maintain State Council financial records in accord with generally accepted accounting procedures. 

-    To maintain State Council banking accounts and disbursements thereof. 

-    To apply for and maintain a State Council Employer Identification Number. 

-    Submit required forms annually with the Internal Revenue Service. 

§         Secretary: 

-     To perform those duties as outlined in Parliamentary Procedures and Common Law. 

-     To produce the Board of Directors and the Iowa State Council business meeting minutes, and distribution within two weeks following the state meeting and after approval from the Board of Directors. 

§         Immediate Past-President: 

                   -    To prepare ballots for elections. 

-    To perform any other duties assigned by the President for the State Council. 

§         Members at Large: 

-     Serve as voting members representing the general Iowa membership. 

 

Section 5.4        Term of Office

 

(a)                President, President-Elect and Treasurer will serve for a term of two years or until their successor is elected.  The term of office for each Officer shall commence on January 1st and end of December 31st

(b)                Secretary will serve for one year. 

(c)                The President-Elect shall succeed to the Office of President at the conclusion of the term of office of the President. 

(d)                If the office becomes vacant prior to the end of the term, a special election will be held or an appointment will be made by the current officer to fill the vacant position.

(e)                Members at Large shall serve for one year, no more than 2 consecutive terms

(f)                 No individual shall serve more than two consecutive terms as Officers.

 

 

Section 5.5        Elections 

 

(a)                State Council Officers and Members at Large must be elected by a majority vote of those in attendance at the State Council at a business meeting following the General Assembly.  Elected officers will assume responsibilities on January 1st

(b)                Unless stated otherwise in the Bylaws, vacancies may be filled for the unexpired term of office by the State Council Board of Directors. 

 

Section 5.6        Electoral Process

 

(a)                Members of the Iowa ENA shall elect officers and members at large at the meeting following General Assembly via ballot at the State meeting. 

(b)                Manual ballots will be mailed if requested and must be returned postmarked 7 days prior to the election.

(c)                Candidates receiving the highest number of votes for each position shall be declared elected. 

(d)                In the event of a tie vote, there shall be a second balloting of the State Council. 

 

Section 5.7        Vacancies 

 

(a)                If the office of President becomes vacant, the President-Elect: 

         -  Shall succeed to the office of President for the unexpired term, and

         -  Shall subsequently serve the one (2) year term of office of President to

             which elected.                                           

(b)                A vacancy in the office of President-Elect may be filled by a current member of the Board of Directors, or remain vacant as approved by a majority vote by the entire Board of Directors. 

(c)                In the event that the office of President and President-Elect are vacated during the same year:

The Board of Directors shall appoint an acting President to serve until                      the next election. 

(d)                A vacancy in the office of Secretary or Treasurer may be filled by a current member of the Board of Directors. 

(e)                In the event that a Member at Large position is vacated, the Board of Directors shall appoint a replacement until the next election.

 

Article VI         State Council Meetings 

 

Section 6.1        Meetings

 

(a)                The Iowa State Council has the responsibility to conduct formal State Council business meetings at least quarterly in accord with the current edition of Robert’s Rules of Order.

(b)                The Iowa State Council has the responsibility to conduct at least one (1) educational meeting per year, which can be held in conjunction with a business meeting. 

(c)                The meeting held after the National Association’s General Assembly shall be known as the annual meeting of the IENA membership and shall be for the purpose of electing officers. 

(d)                Meetings may be called by the IENA Board of Directors as circumstances arise.

 

Section 6.2        Quorum

 

(a)                A majority of the voting members of the Board of Directors shall constitute a quorum for all meetings. 

(b)                Each State Council member present shall be entitled to one (1) vote. 

(c)                All voting shall be by voice, unless a vote by ballot is requested by at least two (2) of the members. 

(d)                If the votes are to be cast by ballot the Chairperson of such meeting shall appoint not less than two (2) persons to act as inspectors of election and to receive and canvass the votes cast at such meeting and clarify the results to the Chairperson.

 

 

Article VII        General Assembly Delegation

 

(a)                The number of and qualifications for delegates from Iowa to the National Association’s General Assembly shall be determined by the Bylaws and Procedures of the National Association. 

(b)                The Iowa State Council delegate selection mechanism is the point system method. Adoption by reference from The Point System Committee.

(c)                The State Council should make provision in its annual budget for partial funding for the State delegates to attend the National Association’s Annual General Assembly. 

 

Article VIII       State Council Committees

 

Section 8.1        Committees

 

(a)                The Iowa Council shall maintain the following Standing Committees:  Education, Injury Prevention, Trauma Nursing, Government Affairs, Membership and Pediatrics.

(b)                Additional committees may be created by the State Council as circumstances warrant. 

(c)                The State Council President or another Board member may be assigned in a committee.   

(d)                All committees shall assume duties and shall have such powers as assigned by the State Council. 

(e)                The President shall appoint committee chairs with ratification by the Board of Directors. 

 

Article IX         Indemnification

 

The Association shall indemnify all Officers for expenses incurred with the defense or settlement of any claim against such person by reason of service as an Officer, unless a judgment or other adjudication shall establish that such claim arose or resulted from any dishonest, fraudulent, criminal, malicious, or knowingly wrongful act, error or omission of such person. 

 

Article X           Amendments

 

      (a)        The State Council members may repeal or amend these Bylaws or any part

                   thereof, or adopt new or additional Bylaws only by a (1/2 + 1) vote of the

                   members present at the State Council meetings.  Subsequently, the repealed or     

                   amended Bylaws must be approved by the National Association in accord with its  

                   Procedures

(b)                Any amendment to the National Association Bylaws and Procedures having direct application to these Bylaws shall take precedence over any State Council Bylaw provision and/or Procedure and amendment thereto shall automatically take effect. 

 

 

Article XI         Parliamentary Procedures

 

(a)               The rules contained in the current edition of Robert’s Rules of Order shall govern    

             in the State Council in all cases to which they are applicable and in which they  

            are not inconsistent with Bylaws and Procedures

(b)               Any amendment to the National Association Bylaws and Procedures having direct application to these Bylaws shall take precedence over any State Council Bylaw provision and/or Procedure and amendment thereto shall automatically take effect. 

 

 

Article XII        Assessment and Financial Management

 

(a)                The State Council has the responsibility to prepare an annual budget and maintain financial records. 

(b)                The fiscal year of the State Council shall be January 1st through December 31st

 

Article XIII       Dissolution

 

(a)         In the event of dissolution of the IENA, the net assets of the corporation shall revert to the Emergency Nurses Association after All liabilities and obligations are paid, satisfied, and discharged or adequate provision shall be made thereof.

     

(b)          Distribution of remaining assets held for nursing education to one (1) or more

            organization exempt under Section 501 (c) (3).

 

 

IN WITNESS WHEREOF, I ________________________, President of said corporation, do hereby certify the above Bylaws of IOWA EMERGENCY NURSES ASSOCIATION, INC. were adopted at the meeting of the Board of Directors of said corporation on the ____ day of ________, 2007, A.D.